Common use of Due Diligence; Adequate Disclosure Clause in Contracts

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (i) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation or its Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer, provided that: (i) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Broker-Dealer; (ii) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Participating Broker-Dealer conducting or directing the inquiry; and (iii) no Selected Participating Broker-Dealer that participated in the inquiry is an affiliate of the Corporation or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating relating, at a minimum minimum, to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Fund and its the Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, ; provided that: (i) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation Fund or its the Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Company and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (i) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Primary Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) physical properties; (3) tax aspects; (iii4) financial stability and experience of the Corporation Company and its Adviseradvisor; (iv5) conflicts and risk factorsfactors and; (6) appraisals and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected broker-dealer participating in the distribution of the Primary Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”), provided that: (i1) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Other Dealer; (ii2) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Other Dealer conducting or directing the inquiry; and (iii3) no Selected Other Dealer that participated in the inquiry is an affiliate of the Corporation Company. Participating Broker-Dealer agrees not to rely upon the efforts of the Dealer Manager in determining whether the Company has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Company to the extent required by federal or its Adviserstate laws or FINRA. Prior to the sale of the Offered Primary Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Primary Shares of pertinent facts relating to the Offered Primary Shares including specifically the lack of risks related to limitations on liquidity and lack of marketability of the Offered Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) tax aspects; (iii3) financial stability and experience of the Corporation Company and its Adviser; (iv4) conflicts and risk factors; and (v5) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (i1) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii2) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii3) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Dealer has reasonable grounds to believe, based on information made available to Selected Participating Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) tax aspects; (iii3) financial stability and experience of the Corporation Company and its Adviser; (iv4) conflicts and risk factors; and (v5) other pertinent reports. Notwithstanding the foregoing, Selected Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Dealer, provided that: (i1) such Selected Participating Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Dealer; (ii2) the results of the inquiry were provided to Selected Participating Dealer with the consent of the other Selected Participating Dealer conducting or directing the inquiry; and (iii3) no Selected Participating Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Company and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (i) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. (a) Prior to offering the Offered Primary Shares for salesale in any Offering, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus on file with respect to such Offering or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) physical properties; (3) tax aspects; (iii4) financial stability and experience of the Corporation Company and its Adviseradvisor and sub-advisor; (iv5) conflicts and risk factors; and (v6) appraisals and other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected broker-dealer participating in the distribution of the Primary Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”), provided that: (i1) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Other Dealer; (ii2) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Other Dealer conducting or directing the inquiry; and (iii3) no Selected Other Dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Primary Shares, Selected Participating Broker-Dealer shall inform ensure that it has provided to each prospective purchaser the disclosure required by FINRA Rule 2310(b)(3). (b) The Dealer Manager shall promptly provide Participating Broker-Dealer with (i) copies of Offered Shares all post-effective amendments to any Registration Statement and supplements to any Prospectus filed by the Company with the Commission, (ii) copies of pertinent facts relating all pre-effective amendments to any Registration Statement filed with the Commission, and (iii) such additional filings or information, including any contemplated amendments to Schedule 1 hereto in connection with any Offering, as Participating Broker-Dealer shall reasonably request in connection with the satisfaction of Participating Broker-Dealer’s due diligence obligations with respect to any Offering. The Dealer Manager shall provide Participating Broker-Dealer with written notice of the Effective Date with respect to any Offering at least 10 calendar days prior to such Effective Date. In the event that the Participating Broker-Dealer elects not to participate in the distribution of any Offering, Participating Broker-Dealer shall provide the Company and the Dealer Manager with written notice of such election (a “Withdrawal Notice”) prior to the Offered Shares including specifically the lack of liquidity and lack of marketability Effective Date of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales MaterialsRegistration Statement for such Offering.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Primary Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer participating in the distribution of the Primary Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”), provided that: (i1) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Other Dealer; (ii2) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Other Dealer conducting or directing the inquiry; and (iii3) no Selected Other Dealer that participated in the inquiry is an affiliate of the Corporation Company. Participating Broker-Dealer agrees not to rely upon the efforts of the Dealer Manager in determining whether the Company has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Company to the extent required by federal or its Adviserstate laws or FINRA. Prior to the sale of the Offered Primary Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Primary Shares of pertinent facts relating to the Offered Primary Shares including specifically the lack of risks related to limitations on liquidity and lack of marketability of the Offered Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Primary Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) physical properties; (3) tax aspects; (iii4) financial stability and experience of the Corporation Company and its Adviseradvisor and sub-advisor; (iv5) conflicts and risk factors; and (v6) appraisals and other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected broker-dealer participating in the distribution of the Primary Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”), provided that: (i1) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Other Dealer; (ii2) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Other Dealer conducting or directing the inquiry; and (iii3) no Selected Other Dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Primary Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Primary Shares of pertinent facts relating to the Offered Primary Shares including specifically the lack of risks related to limitations on liquidity and lack of marketability of the Offered Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser Company except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected the Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected the Dealer has reasonable grounds to believe, based on information made available to Selected the Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected each Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (ia) items of compensation; (iib) assets; (c) tax aspects; (iiid) financial stability and experience of the Corporation Company and its Adviseradvisers; (ive) conflicts and risk factors; and (vf) appraisals and other pertinent reports. Notwithstanding the foregoing, Selected each Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (ia) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (iib) the results of the inquiry were provided to Selected the Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iiic) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Shares, Selected each Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales Materialsinvestment.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Fund and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer, provided that: (i) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Broker-Dealer; (ii) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Participating Broker-Dealer conducting or directing the inquiry; and (iii) no Selected Participating Broker-Dealer that participated in the inquiry is an affiliate of the Corporation Fund or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected the Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected the Dealer has reasonable grounds to believe, based on information made available to Selected the Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected the Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (ia) items of compensation; (iib) physical properties; (c) tax aspects; (iiid) financial stability and experience of the Corporation Company and its Adviseradvisor; (ive) conflicts and risk factors; and (vf) appraisals and other pertinent reports. Notwithstanding the foregoing, Selected the Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealerdealer, provided that: (ia) such Selected the Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealerdealer; (iib) the results of the inquiry were provided to Selected the Dealer with the consent of the other Selected Dealer dealer conducting or directing the inquiry; and (iiic) no Selected Dealer dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Shares, Selected the Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales Materialsinvestment.

Due Diligence; Adequate Disclosure. (a) Prior to offering the Offered Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materialsOffering Materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Company and its the Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer, ; provided that: (i) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Broker-Dealer; (ii) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the independent third party or such other Selected Participating Broker-Dealer conducting or directing the inquiry; and (iii) no Selected Participating Broker-Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus applicable Offering Materials. (b) Further, in accordance with Rule 506(e) of Regulation D promulgated under the Securities Act, Participating Broker-Dealer shall furnish to each purchaser of Shares in the Offering, at a reasonable time before sale, a description in writing of all Dealer Manager Prior Disqualifying Events (as defined in the Dealer Manager Agreement) and Participating Broker-Dealer Prior Disqualifying Events, which may be included in each Memorandum, any Authorized Sales MaterialsMaterials or subscription documents furnished to such purchaser. Participating Broker-Dealer shall be entitled to approve any description of Participating Broker-Dealer Prior Disqualifying Events in advance of use by the Company (such approval not to be unreasonably withheld).

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Dealer has reasonable grounds to believe, based on information made available to Selected Participating Dealer by the Corporation Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Dealer may obtain, upon request, information on material facts relating to this complex product, at a minimum to minimum, the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Fund and its the Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Dealer, provided that: (i) such Selected Participating Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Dealer; (ii) the results of the inquiry were provided to Selected Participating Dealer with the consent of the other Selected Participating Dealer conducting or directing the inquiry; and (iii) no Selected Participating Dealer that participated in the inquiry is an affiliate of the Corporation Fund or its the Adviser. Prior to the sale of the Offered Shares, Selected Participating Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Trust or the Dealer Manager through the Prospectus Private Placement Memorandum or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Trust and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer, provided that: (i) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Broker-Dealer; (ii) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Participating Broker-Dealer conducting or directing the inquiry; and (iii) no Selected Participating Broker-Dealer that participated in the inquiry is an affiliate of the Corporation Trust or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Trust or the Adviser except as set forth in the Prospectus Private Placement Memorandum and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Fund and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (i) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (ii) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iii) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation Fund or its Adviser. Prior to the sale of the Offered Shares, Selected Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares Preferred Stock for sale, Selected Dealer Selling Agent shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer Selling Agent has reasonable grounds to believe, based on information made available to Selected Dealer Selling Agent by the Corporation Fund or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered SharesPreferred Stock. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Dealer Selling Agent may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Fund and its Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Dealer Selling Agent may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealerselling agent, provided that: (i) such Selected Dealer Selling Agent has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealerselling agent; (ii) the results of the inquiry were provided to Selected Dealer Selling Agent with the consent of the other Selected Dealer selling agent conducting or directing the inquiry; and (iii) no Selected Dealer selling agent that participated in the inquiry is an affiliate of the Corporation Fund or its Adviser. Prior to the sale of the Offered SharesPreferred Stock, Selected Dealer Selling Agent shall inform each prospective purchaser of Offered Shares Preferred Stock of pertinent facts relating to the Offered Shares Preferred Stock including specifically the lack of liquidity and lack of marketability of the Offered Shares Preferred Stock during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Fund or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. (a) Prior to offering the Offered Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materialsOffering Materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i) items of compensation; (ii) tax aspects; (iii) financial stability and experience of the Corporation Company and its the Adviser; (iv) conflicts and risk factors; and (v) other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Broker-Dealer, ; provided that: (i) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Broker-Dealer; (ii) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the independent third party or such other Selected Participating Broker-Dealer conducting or directing the inquiry; and (iii) no Selected Participating Broker-Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus applicable Offering Materials. 11 (b) Further, in accordance with Rule 506(e) of Regulation D promulgated under the Securities Act, Participating Broker-Dealer shall furnish to each purchaser of Shares in the Offering, at a reasonable time before sale, a description in writing of all Dealer Manager Prior Disqualifying Events (as defined in the Dealer Manager Agreement) and Participating Broker-Dealer Prior Disqualifying Events, which may be included in each Memorandum, any Authorized Sales MaterialsMaterials or subscription documents furnished to such purchaser. Participating Broker-Dealer shall be entitled to approve any description of Participating Broker-Dealer Prior Disqualifying Events in advance of use by the Company (such approval not to be unreasonably withheld).

Due Diligence; Adequate Disclosure. Prior to offering the Offered Primary Shares for sale, Selected Participating Broker-Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Selected Participating Broker-Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materialsMemorandum, that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating a purchase of Offered Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) physical properties; (3) tax aspects; (iii4) financial stability and experience of the Corporation Company and its Adviseradvisor and sub-advisor; (iv5) conflicts and risk factors; and (v6) appraisals and other pertinent reports. Notwithstanding the foregoing, Selected Participating Broker-Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected broker-dealer participating in the distribution of the Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”); provided, provided that: (i1) such Selected Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Other Dealer; (ii2) the results of the inquiry were provided to Selected Participating Broker-Dealer with the consent of the other Selected Other Dealer conducting or directing the inquiry; and (iii3) no Selected Other Dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Shares, Selected Participating Broker-Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of risks related to limitations on liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser Company except as set forth in the Prospectus and any Authorized Sales MaterialsMemorandum.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Participating Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Participating Dealer has reasonable grounds to believe, based on information made available to Selected Participating Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected Participating Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (i1) items of compensation; (ii2) tax aspects; (iii3) financial stability and experience of the Corporation Company and its Adviser; (iv4) conflicts and risk factors; and (v5) other pertinent reports. Notwithstanding the foregoing, Selected Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Participating Dealer, provided that: (i1) such Selected Participating Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Participating Dealer; (ii2) the results of the inquiry were provided to Selected Participating Dealer with the consent of the other Selected Participating Dealer conducting or directing the inquiry; and (iii3) no Selected Participating Dealer that participated in the inquiry is an affiliate of the Corporation Company or its Adviser. Prior to the sale of the Offered Shares, Selected Participating Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation Company or the Adviser except as set forth in the Prospectus and any Authorized Sales Materials.

Due Diligence; Adequate Disclosure. Prior to offering the Offered Shares for sale, Selected Dealer shall have conducted an inquiry (the “Diligence Review”) such that Selected Dealer has reasonable grounds to believe, based on information made available to Selected Dealer by the Corporation Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Offered Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Selected each Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (iA) items of compensation; (iiB) physical properties; (C) tax aspects; (iiiD) financial stability and experience of the Corporation Company and its Adviseradvisor; (ivE) conflicts and risk factors; and (vF) other pertinent reports. Notwithstanding the foregoing, Selected each Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Selected Dealer, provided that: (iA) such Selected Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Selected Dealer; (iiB) the results of the inquiry were provided to Selected Dealer with the consent of the other Selected Dealer conducting or directing the inquiry; and (iiiC) no Selected Dealer that participated in the inquiry is an affiliate of the Corporation or its AdviserCompany. Prior to the sale of the Offered Shares, Selected each Dealer shall inform each prospective purchaser of Offered Shares of pertinent facts relating to the Offered Shares including specifically the lack of liquidity and lack of marketability of the Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Corporation or the Adviser except as set forth in the Prospectus and any Authorized Sales Materialsinvestment.